Riverstone Announces Consent Solicitation

HostReview.com
Wednesday, March 30, 2005; 02:24 PM

Riverstone Networks, Inc., a provider of Carrier Ethernet Networks, today announced that it has delivered to U.S. Bank National Association, (the "Indenture Trustee") a Consent Solicitation, Redemption Notice and Information Statement ("Information Statement") and an accompanying form of Consent and Letter of Transmittal (the "Consent") to be furnished to holders of record (the "Noteholders") at the close of business on March 21, 2005 (the "Record Date") of Riverstone's 3¾% Convertible Subordinated Notes (the "Notes"), in connection with the solicitation of Consents (the "Consent Solicitation") under the Indenture dated as of November 21, 2001 (the "Indenture").

Consent is being sought to amend the Indenture to permit Riverstone the right to redeem, at par, Notes of Noteholders that deliver Consents (the "Consenting Noteholders"), in an aggregate principal amount of $65,875,000 of the outstanding $131,750,000, on a pro rata basis in proportion to the principal amount of Notes held by each Consenting Noteholder on the Record Date (the "Redemption"), together with accrued and unpaid interest (and liquidated damages) from (and including) December 1, 2004, to (but excluding) the date of redemption, currently anticipated to be on or about May 5, 2005 (the "Redemption Date"). On and after the Redemption Date, interest and liquidated damages will cease to accrue on the principal amount of Notes redeemed from Consenting Noteholders.

The Consent Solicitation expires at 5:00 p.m., New York City time, on May 2, 2005 (the "Expiration Date"). Riverstone may extend the Expiration Date at any time and from time to time, by giving notice to the Indenture Trustee on the next business day after the previously announced Expiration Date.

The Notes must be delivered by Noteholders to the Indenture Trustee, which is acting as paying agent, in accordance with the instructions and procedures set forth in the Information Statement and the Consent.